Exhibit 10.35
CELGENE CORPORATION
0 Xxxxxx Xxxx Xxxxx
Xxxxxx, XX 00000
December 3, 2004
Pharmion Corporation
0000 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
Pharmion GmbH
Aeschenvorstadt 71
X.X. Xxx 000
0000 Xxxxx
Xxxxxxxxxxx
Gentlemen:
Reference is made to (i) that certain License Agreement by and among Pharmion
GmbH, Pharmion Corporation ("Pharmion") and Celgene Corporation ("Celgene", and,
together with Pharmion GmbH and Pharmion, the "Parties") dated as of November
16, 2001 (as thereafter amended the "License Agreement") and (ii) that certain
Letter Agreement among Pharmion GmbH, Pharmion and Celgene dated as of November
16, 2001 (as thereafter amended, the "S.T.E.P.S. License"). Except as otherwise
indicated, capitalized terms used herein have the meaning ascribed to them in
the License Agreement.
Pursuant to the S.T.E.P.S. License, among other matters, Celgene (a) provides
Pharmion GmbH assistance in connection with Pharmion's efforts to obtain
necessary regulatory approvals to distribute, market and sell the Product in the
Territory, including (i) access to all available Product data, (ii) assistance
in designing clinical trials, (iii) access to information concerning S.T.E.P.S.,
and (iv) access to Celgene personnel for consultations concerning any of the
foregoing, and (b) grants to Pharmion GmbH an exclusive (including as to Celgene
and its Affiliates) license to use in the Territory S.T.E.P.S. under the patent
applications and patents rights (then existing or thereafter arising) in
connection with seeking Regulatory Approval, and in connection with the
registration, distribution, marketing, use and sale of the Products in the
Territory.
The intention and practice of the Parties with respect to the calculation of the
fee payable under the S.T.E.P.S. License has not conformed to the provisions of
Section 4 of the S.T.E.P.S. License
and the Parties desire to reform the S.T.E.P.S. License to conform Section 4
thereof to the intention and practice of the Parties. Accordingly, Pharmion
GmbH, Pharmion and Celgene hereby agree as follows:
1. Section 4(b) of the S.T.E.P.S. License is hereby amended and restated in its
entirety as follows:
"(b) (i) a fee of U.S.$300,000 per calendar quarter, payable
in advance on the first day of each calendar quarter, commencing with
the quarter beginning January 1, 2002, and ending with the calendar
quarter following the First Commercial Sale in the United Kingdom
(which U.S.$300,000 fee shall be a credit against any fee payable
pursuant to the following clause (ii)); and (ii) a fee with respect to
each country in the Territory equal to eight percent (8%) of Net Sales
arising prior to the First Commercial Sale in such country, calculated
and payable in the same manner as the royalty under the License
Agreement."
2. Except as expressly modified by this letter agreement, all terms and
conditions of the S.T.E.P.S. License shall remain in full force and effect.
3. This letter agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original but all of which, together, shall
constitute one and the same agreement.
Very truly yours,
Celgene Corporation
By: /s/ Xxx X. Xxxxx
------------------------------------------
Xxx X. Xxxxx
President and Chief Operating Officer
Agreed:
Pharmion Corporation
Pharmion GmbH
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxx
President and CEO
